DELEGATION AGREEMENT
Agreement dated as of January 21, 2003 (the "Agreement")
between ALPS Mutual Funds Services, Inc. ("ALPS") and Denver Investment Advisors
LLC ("DIA").
BACKGROUND
1. ALPS has entered into a Bookkeeping and Pricing Agreement
dated November 1, 2000 (the "Pricing Agreement") between Westcore Trust (the
"Trust") and ALPS, successor in interest to ALPS Distributors, Inc. (formerly
known as ALPS Mutual Funds Services, Inc.).
2. Under Section 3 of the Pricing Agreement, ALPS is required
to perform certain pricing services for the Trust, including the timely
calculation and transmission to NASDAQ of the daily net asset value and public
offering price of each of the Trust's portfolios (each, a "Fund") (such
determinations to be made in accordance with the provisions of the Trust's
Amended and Restated Declaration of Trust and the then-current prospectuses and
statements of additional information relating to the Funds, and any applicable
resolutions of the Board of Trustees of the Trust).
3. DIA acts as the investment adviser to certain of the Funds
pursuant to the Amended and Restated Investment Advisory Agreement, dated
November 1, 2000 (the "Advisory Agreement"), between DIA and the Trust.
4. In accordance with the Trust's Pricing Policies and Fair
Valuation Procedures (as such Pricing Policies and Fair Valuation Procedures may
be in effect from time to time, the "Pricing Policy"), DIA is required to (a)
have primary responsibility to monitor certain events with respect to the Funds'
portfolio securities (to determine whether DIA is required to determine the
price of one or more of the securities held in the Funds' respective
portfolios), (b) from time to time, to determine the price of one or more
securities held in the Funds' respective portfolios and (c) to carry out certain
other duties set forth in the Pricing Policy.
5. Accordingly, ALPS desires to delegate to DIA the
responsibilities identified in the Pricing Policy as in effect from time to time
as being responsibilities of DIA and DIA desires to accept such delegation.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
1. Delegation of Certain Monitoring and Pricing
Responsibilities. ALPS hereby delegates to DIA the primary responsibility for
monitoring the events and performing the duties identified from time to time in
the Pricing Policy as being the primary responsibility of DIA to monitor or
perform, as applicable, and hereby delegates to DIA the other responsibilities
identified from time to time in the Pricing Policy as being the responsibility
of DIA. DIA hereby accepts such delegation.
2. Entire Agreement/Counterparts. This Agreement constitutes
the entire agreement between the parties and supersedes all prior agreements or
understandings between the parties with respect to the subject matter herein
contained. This Agreement may be executed in one or more counterparts, all of
which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers designated below on
the day and year first above written.
ALPS MUTUAL FUNDS SERVICES, INC.
By: ____________________________
Name:
Title:
DENVER INVESTMENT ADVISORS LLC
By: _____________________________
Name:
Title:
